Determine the number for 2/3 majority vote

[Guest Lisa Tharp]

I have a board with 8 positions and our bylaws require a 2/3 majority vote to pass/approve.  There are 3 that are not eligible to vote at this time as they have not paid the required membership dues for the current term.  How many do we need to pass/approve an action at this time?  With 8 positions I would say 6.  But with only 5 eligible to vote I would say 3.  Which would be correct?

[Phil D]

I think we will need the actual text of the bylaws to give you the best answer. 
 

If the bylaws really just say that motions require a 2/3 majority to pass, then typically it’s 2/3 of those present and voting. So if 2 people vote aye, 1 no, and 2 do not vote, you have a 2/3 majority. 
 

If you have 5 members voting, note that 3 ayes are not a 2/3 majority against 2 noes. 

[Gary Novosielski]

On 1/16/2023 at 8:48 PM, Guest Lisa Tharp said:

I have a board with 8 positions and our bylaws require a 2/3 majority vote to pass/approve.  There are 3 that are not eligible to vote at this time as they have not paid the required membership dues for the current term.  How many do we need to pass/approve an action at this time?  With 8 positions I would say 6.  But with only 5 eligible to vote I would say 3.  Which would be correct?

Well, a two-thirds vote is one thing, and a majority vote is another, so the terminology there is unfortunate.  Is that what the bylaws actually say?

Presuming we're talking about a two-thirds vote, it means two-thirds of those present and voting, The easy way to count is to see that the  number of Yes votes is double (or more) the number of No votes.  The number on the board does not matter, it's the number who vote.  A vote of two Yes and 1 No is a two-thirds vote.  The rest can abstain, or can even be absent, so long as a quorum is present.

But for a more certain answer, please quote the bylaws provision verbatim.

Edited January 17, 2023 at 02:10 AM by Gary Novosielski

[puzzling]

also puzzling about your rule that boardmembers are not entitled to vote at boardmeetings if they have not paid there membership fee. It has to be in the bylaws.

If the bylaws only say that members are not entitled to vote if they haven't paid there membership fee, i am not sure if it does also applies at boardmembers at boardmeetings.

[Josh Martin]

On 1/16/2023 at 7:48 PM, Guest Lisa Tharp said:

I have a board with 8 positions and our bylaws require a 2/3 majority vote to pass/approve.  There are 3 that are not eligible to vote at this time as they have not paid the required membership dues for the current term.

I would first request the specific provisions in your bylaws that are the basis for your statement that "There are 3 that are not eligible to vote at this time as they have not paid the required membership dues for the current term." It's not clear to me this statement is correct, for two reasons.

First, failure to pay their dues does not cause a member to automatically lose their eligibility to vote, unless the bylaws so provide.

"A member of a society who is in arrears in payment of his dues, but who has not been formally dropped from the membership rolls and is not under a disciplinary suspension, retains the full rights of a voting member and is entitled to vote except as the bylaws may otherwise provide." RONR (12th ed.) 45:1

Further, even if the bylaws provide that a member of the society loses their eligibility to vote if they are in arrears on their dues, this does not necessarily mean that a board member loses their eligibility to vote if they are in arrears on their dues. Unless the bylaws so provide, a member of the board is not even required to be a member of the society.

"In most societies it is usual to elect the officers from among the members; but in all except secret societies, unless the bylaws provide otherwise, it is possible for an organization to choose its officers from outside its membership. In many legislative bodies the presiding officer is not a member of the body. A large society with complex financial affairs may wish to employ a professional as treasurer." RONR (12th ed.) 47:2

On 1/16/2023 at 7:48 PM, Guest Lisa Tharp said:

How many do we need to pass/approve an action at this time?  With 8 positions I would say 6.  But with only 5 eligible to vote I would say 3.  Which would be correct?

Generally speaking, votes are based on the number of members present and voting. Members who are not voting, whether due to the fact that those persons are absent, choose to abstain, or are not eligible to vote, are not included in the determination. So it is not possible to definitively say how many affirmative votes are required for adoption without knowing how many members vote. See FAQ #6.

Assuming for the sake of argument that 1.) the assumption that the board members in arrears are not eligible to vote is correct and 2.) the remaining five board members are all present and voting, four affirmative votes would be needed to adopt a motion requiring a 2/3 vote for its adoption. Three out of five is less than two-thirds. Three affirmative votes would be sufficient for a motion requiring a majority vote for its adoption.

In the event the bylaws have additional language qualifying the term "2/3 vote," that may change things, and in such a case it will be necessary to see exactly what the bylaws say on this matter.

Edited January 17, 2023 at 01:33 PM by Josh Martin